The Fallacy Of The “Best Efforts” Standard

by Shawn C. Helms

Shawn C. Helms

Contract negotiators and lawyers around the country spend hours negotiating seemingly slight changes in contract language. Often these slight changes have significant legal consequences. Other times, they do not. For example, most negotiators and lawyers, in an effort to protect a client, will fight hard to remove a ‘best efforts’ standard from a contract in favor of the more palatable ‘commercially reasonable efforts’ or ‘reasonable efforts’ standard. The common belief is that ‘best efforts’ is a term-of-art that imposes an unreasonably high standard on the obligated party.

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